Item 1.01 Entry into a Material Definitive Agreement.

On March 17, 2008, MIV Therapeutics, Inc. (the "Company") and the University of British Columbia ("UBC") entered into a license agreement for certain proprietary technology invented, developed and/or acquired by UBC (the "Technology").

Under the terms of the agreement, UBC granted the Company an exclusive worldwide license to use and sublicense the Technology and improvements thereon and to manufacture and sell the goods or services manufactured or provided in connection with the use of the Technology and/or any improvements, within a specified field of use. The field of use includes the production of hydroxyapatite and related calcium phosphate compounds, and certain drug coatings, on medical devices and scaffolding. As consideration for the license, the Company will pay UBC an initial license fee of CAD$50,000, as well as certain royalties, license maintenance fees and milestone payments. In the event that the Company identifies any process, use or product arising out of the Technology that may be patentable, UBC will takes steps to apply for a patent in its own name and the Company will become the licensee of such issued patent under the same terms and conditions as the agreement. The Company will bear the expense for any costs incurred related to any patents or patent applications relating to the Technology and improvements licensed under the agreement.

Further, under the terms of the agreement, UBC's total liability is limited to the amount of CAD$10,000. To the extent permitted by law, the parties agree that the Technology and the terms and conditions of the agreement are confidential, and that disclosure could reveal commercial, scientific or technical information that could cause significant harm. The Company represented and warranted to UBC that it has the infrastructure, expertise and resources to: (i) develop and commercialize the Technology and any improvements; (ii) track and monitor performance under the terms of any sublicense entered into; (iii) monitor potential patent infringement relating to the Technology and any improvements on a worldwide basis; and (iv) handle the Technology and any improvements with due care.

In addition, the Company agreed to: (i) allocate the same degree of diligence, expertise, infrastructure and resources to the development and commercialization of the Technology and any improvements as the Company would allocate to its own most favored product; (ii) use reasonable commercial efforts to develop, promote, market and sell any products created from the Technology and/or any improvements, to exploit the Technology and any improvements within the specified field of use and to meet the market demand for any such products; and
(iii) not enter into any agreements with the U.S. government or any other government in connection with the Technology and/or any improvements without UBC's prior written consent. The term of the license commences on the date of execution of the agreement and continues to the latter of: (i) 20 years from the date of execution; or (ii) the expiration of the last patent licensed under the agreement, unless terminated earlier according to the agreement.

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